BUSINESS PURPOSES ONLY – MINIMUM NET LOAN MONIES OF £100,000

Contract

1. The terms of the contract between Farm and Equestrian Finance Limited [FEF] and the Client are set out in a letter from FEF to the Client headed ‘Terms’ (“the Letter”) and these Terms of Business. The expressions ‘the Standard Terms’ and ‘the Engagement Period’ shall, in these Terms of Business, have the meaning ascribed to them in the Letter. The Client agrees that ‘the Engagement Period’ shall be six months from the date on which the Letter is signed by the Client (“the Engagement Period”).

 Services

2. The services provided by Farm and Equestrian Finance include the identification of and introduction to appropriate lenders who provide finance for the need defined by the client, collection and collation of the Due Diligence Data required by proposed lenders, assessment of the likely suitability of the type of finance requested, introduction to a suitable lender and liaison between the borrower client and the proposed lender through the valuation and legal processes expected to lead to the provision of a borrowing facility by the proposed lender.

3. FEF shall not be obliged to provide any services. FEF will provide such services as it does provide (‘the Services’) to the Client and to no other person. FEF undertakes no responsibility and assumes no liability in relation to and/or arising out of the Services to any persons other than the Client. In no event shall the Services include the provision of any advice and/or services of a kind which would fall to be regulated under the Financial Services and Markets Act 2000.

Limitations / Exclusions

4. FEF will perform the Services with reasonable skill and care and acknowledges that it will be liable to the Client for losses, damages, cost, or expenses (‘loss’ or ‘losses’) caused by its negligence or breach of contract, subject to the following provisions:

(1) FEF will not be liable if such losses are due to the provision of false, misleading, or incomplete information or documentation or due to the acts or omissions of any other person.

(2) FEF’s aggregate liability, whether to the Client or any third party of whatever nature, whether in contract, tort or otherwise, for any losses whatsoever and howsoever caused by or arising from this contract, shall not exceed the amount of the fee (including interest).

Nothing in this clause 3 is intended to exclude or limit FEF’s liability for its fraud or wilful default or for any other acts or losses that cannot lawfully be excluded or limited.

5. FEF relies on information provided by the Client. FEF will not, unless the contrary is expressly agreed in writing, corroborate, or verify the accuracy and/or completeness of such information. FEF undertakes no responsibility and assumes no liability to the Client or third parties for accuracy and/or completeness of such information and/or the accuracy and/or completeness of any document in which such information is incorporated. However, the Client agrees to provide all information reasonably requested by FEF, including management accounts and financial projections, on a timely basis, in order for FEF to comply with the terms of this contract.

Papers / Information

6. The property and any copyright or other intellectual property rights in any papers or other materials and any data or other information created or provided by the Client in relation to the Services (“the Client’s Papers”) shall belong to the Client.

7. The property and any copyright or other intellectual property right in any documents or other materials and any data or other information created or provided by FEF in relation to the Services (“FEF’s Papers”) shall belong to FEF.

Complaints

8. If you should have any complaint about the Services, please write to the Compliance Officer at FEF at the address set out in the Letter:

Termination

9. Both FEF and the Client shall be entitled to terminate this contract for any reason and at any time by 14 days written notice to the other.

10. Such termination will be without prejudice to the accrued rights of each party. In the event that FEF terminates, FEF will thereby forego the right to be paid any fee to which it would, but for such termination, have become entitled during the remainder of the Engagement.

11. In the event that the Client terminates:

(1) such termination shall:

(a) relieve FEF of the obligation or right to render any further performance; but

(b) have no effect whatsoever on FEF’s right to be paid any fee to which it would, but for such termination, have become entitled during the remainder of the contract; and

(2) FEF shall be entitled:

(a) during the remainder of the contract, to retain the Client’s Papers as security for its fees; and

(b) at any time, to be provided with such information and/or papers as it may request to enable it to see whether any fee had become payable and, if so, in what sum and with effect from what date.

12. The contract will terminate automatically if:

(1) the Client is an individual and is declared bankrupt, makes an application for an interim order under Part VIII of the Insolvency Act 1986, or enters into any composition, moratorium or other arrangement with his creditors, whether or not in connection with any proceeding under the Insolvency Act 1986;

(2) The Client is a company and:

(a) an order is made, or a resolution is passed for the winding-up of the Client (otherwise than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction) or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order in relation to the Client; or

(b) the Client is or becomes unable to pay its debts as they fall due within the meaning of Section 123 Insolvency Act 1986; or

(c) an order is made for the appointment of an administrator to manage the affairs, business or property of the Client or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the Client or notice of intention to appoint an administrator is given by the Client or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986); or

(d) a receiver, manager or administrative receiver is appointed in respect of all or any of the Client’s assets or undertaking or circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver, manager or administrative receiver of the Client; or

(e) any person takes possession of or sells any assets of the Client; or

(f) the Client makes any arrangement or composition with its creditors or makes an application to a court of competent jurisdiction for protection from its creditors in any way; or

(g) the Client takes or suffers any similar or analogous action in any jurisdiction in consequence of debt.

13. In the event that the Client comprises more than one person or entity and the events described at clause 12 above occur in relation to one such person or entity but not all of them, FEF shall be entitled, at its option, either to proceed with the contract or to declare a Termination on Insolvency. In the latter case, the consequences will be as set out at clause 12 above.

Money Laundering Regulations 2007

14. In common with many other professional practices, FEF is required by the Proceeds of Crime Act 2002 and the Money Laundering Regulations 2007 to:

(1) maintain identification procedures for all new clients;

(2) maintain records of identification evidence; and

(3) report, in accordance with the relevant legislation and regulations, to the Serious and Organised Crime Agency.

General

17. The terms of the Letter and the Standard Terms constitute the entire agreement between the parties, supersede any previous communication, representation, understanding, correspondence, proposal, or presentation, whether written or oral, and may not be varied except in writing signed on behalf of FEF. For the avoidance of doubt and without prejudice to the generality of the previous sentence, the Client will place no reliance whatsoever on any such communication, representation, understanding, correspondence, proposal or presentation in deciding whether or not to enter into the contract.

18. To the extent that any provision of the contract may be held by any court or other competent authority to be invalid or unenforceable, the validity of the other provisions of the contract and the remainder, if any, of the provision in question shall be unaffected.

19. The obligations of the Client shall, where the Client comprises more than one person or entity, be joint and several obligations.

20. No provision of the contract is intended to be enforceable by any third party by virtue of the Contracts (Rights of Third Parties) Act 1999.

21. No provision of the contract and, in particular but without limitation, clauses 3-4 of these Standard Terms is intended to exclude or limit our liability for FEF’s fraud or wilful default or for any other acts or losses that cannot lawfully be excluded or limited.

22. The Client consents to FEF holding and processing, both electronically and manually, ‘personal data’ as defined in the Data Protection Act 1988 in connection with the performance of the Services and for accounting, marketing, and internal administrative purposes.

23. FEF as a matter of course will seek credit references from a recognised credit reference agency for each Client or principal. By signing the Letter, the Client and signatories give their consent to FEF seeking appropriate credit references. The consent required from principals who are not signatories to the Letter will be sought separately.

24. Almost all providers of finance routinely pay commission. In order to offset the commercial risk FEF takes by working on contingent fees, and to avoid the need to increase the percentage used to calculate fees, FEF reserves the right to accept such commissions.

25. The contract shall be governed by and construed in accordance with English Law. Both FEF and the Client submit to the non-exclusive jurisdiction of the English Courts.